104


 compromise any claims for loss, damage or destruction under, or take
 any other action in respect of, any such policy or policies, but, in
 no event, may settle any matter by means of an admission of
 liability on the part of Lessee unless required by law to do so.

14. ASSIGNMENT

 14.1 ASSIGNMENT BY LESSEE:

 LESSEE WILL NOT ASSIGN, DELEGATE OR OTHERWISE TRANSFER (VOLUNTARILY,
 INVOLUNTARILY, BY OPERATION OF LAW OR OTHERWISE) ANY OF ITS RIGHTS
 OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT IN CONNECTION WITH A
 TRANSACTION PERMITTED BY CLAUSE 8.8(C), OR CREATE OR PERMIT TO EXIST
 ANY SECURITY INTEREST (OTHER THAN PERMITTED LIENS) OVER ANY OF ITS
 RIGHTS UNDER THIS AGREEMENT, AND ANY ATTEMPT TO DO SO SHALL BE NULL
 AND VOID.

 14.2 ASSIGNMENT BY LESSOR:

 (a) Lessor or Owner may sell, assign or transfer all or any of
 their respective rights under this Agreement and in the
 Aircraft (a "Transfer") subject to compliance with the
 following conditions:

 (i) the proposed purchaser, assignee or transferee (the
 "Transferee") shall confirm, in favor of Lessee and
 Guarantor, in writing its undertaking to perform the
 obligations of Lessor under this Agreement and other
 Transaction Documents (including without limitation, all
 obligations in respect of any Security Deposit, proceeds
 of insurance and/or Supplemental Rent), to the extent
 the same arise on or after the effective date of
 Transfer and confirm Lessor's covenant of quiet
 enjoyment which confirmations shall be reasonably
 satisfactory to Lessee, whereupon Lessor or Owner, as
 the case may be, will be released from its obligations
 under this Agreement and the Participation Agreement;